the numerator of which shall be the principal amount of the Loan being repaid at such scheduledrepayment date and the denominator of which shall be the outstanding principal amount of the Loanimmediately prior to the repayment of such principal amount of the Loan, and the number of theWarrant Shares shall be proportionately reduced to reflect any reduction of the Warrant Amount.For the avoidance of doubt, (i) any Voluntary Prepayment (as defined in the Loan Agreement) of theLoan, (ii) any repayment of the Loan due to acceleration of the Loan upon an Event of Default (asdefined in the Loan Agreement), or (iii) any repayment of the Loan upon an Exit Event (as definedin the Loan Agreement), shall not affect the Warrants or the Alon Brands Warrants, in any mannerreduce the number of shares of common stock underlying the Warrants and the Alon Brands Warrantsand shall not shorten the Exercise Period (as defined below) for any Warrants or the exerciseperiod for any Alon Brand Warrants.1.2 Registration. The Warrants shall be registered on the books of Alon USA when issued inthe name of the Investor to which such Warrants are issued.1.3 Limited Rights of Warrant-Holder. Except as expressly set forth below or in any otheragreement between Alon USA and the Investor, nothing contained in this Agreement or in the Warrantsshall, prior to an exercise thereof, be construed as conferring upon the Investor and the PermittedTransferees (as defined in the Loan Agreement) to which any of the Warrants is transferred orassigned (collectively, the “**Warrant-Holders**”) any rights as a shareholder of Alon USA, including(without limitation) the right to vote the Warrant Shares, receive dividends or other distributionson or in respect of the Warrant Shares, or consent to, or receive notices as a shareholder inrespect of any meeting of shareholders for, the election of directors of Alon USA or any othermatter.2. **Exercise; Exercise Price**.2.1 The exercise price per each Warrant Share shall be equal to 18.0% over the average reportedclosing price of a share of Alon USA’s Common Stock on the New York Stock Exchange, during theforty-five (45) calendar days immediately preceding February 21, 2011 (the date of execution of theLoan Agreement), as adjusted from time to time pursuant to the terms set forth herein (the"**Exercise Price**”).2.2 Exercise on a Net-Issuance Basis.In lieu of payment to Alon USA of the Exercise Price per Warrant Share in cash, as set forth inSubsection 2.1 above, a Warrant-Holder may exercise the Warrants held by it to acquire the numberof shares of Common Stock calculated pursuant to the following
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formula, by delivering the Warrant Certificate (as defined below) to Alon USA, accompanied by awritten notice of exercise, specifying the number of shares for which the Warrant-Holder desires toexercise the Warrant:       X = Y(A - B)           A Where:X = the number of Warrant Shares to be issued to the Warrant-Holder;Y = the number of Warrant Shares with respect to which the Warrant-Holder desires to exercise theWarrant;A = the Fair Market Value (as defined below) of one Warrant Share; andB = the Exercise Price of a Warrant Share, as adjusted.“**Fair Market Value**” of a Warrant Share shall mean:(i) the average closing price of a share of Alon USA’s Common Stock, as reported on the principalstock exchange on which Alon USA’s shares are traded at the time of the exercise of the Warrantsfor the ten (10) consecutive trading days immediately preceding the delivery of the WarrantCertificate by the Warrant-Holder to Alon USA; or(ii) If the Fair Market Value for the Warrant Shares cannot be determined in the manner set forthin (i) above, then such Fair Market Value shall be as determined in good faith by Alon USA and theWarrant-Holders exercising the Warrants as to which the determination of Fair Market Value is beingmade or, if Alon USA and such Warrant-Holders fail to reach an agreement, by any third partymutually agreed to by Alon USA and such Warrant-Holders.2.3 Conditional Exercise. In the event that a Warrant-Holder notifies Alon USA of itsintention to exercise the Warrant (or any portion thereof) upon the occurrence or consummation ofan Exit Event (as defined below), then such Warrant-Holder shall be deemed to have conditioned suchexercise upon the consummation of such Exit Event and, in such case, the Warrant-Holder will onlybe required to pay the applicable Exercise Price (or exercise on a net-issuance basis as describedin Section 2.2, as applicable) if, and at such time as, the Exit Event actually occurs or isactually consummated.     For purposes of the Warrants, “**Exit Event**” means (i) an M&A Transaction (as defined below), or(ii) any transaction or a series of related transactions the result of which is that the holders ofall of the outstanding shares of Alon USA’s common stock immediately prior to the consummation ofsuch transaction or series of related transactions own less than 51% of all of the outstandingshares of Alon USA’s common stock immediately following the consummation of such transaction orseries of transactions, and “**M&A Transaction**” means (i) the consolidation of Alon USA with, or amerger with or into, any third party, following which the holders of all of the outstanding sharesof Alon USA’s common stock immediately prior to such transaction
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will own less than 51% of the surviving entity immediately following such transaction, or (ii)an acquisition by, or other transfer to, one or more unaffiliated third parties of all orsubstantially all of Alon USA’s assets.3. **Exercise Period**. The Warrant-Holders may exercise part or all of the Warrants at anytime, and from time to time, in accordance with the provisions of this Agreement, during the periodcommencing on the Closing Date (as defined in the Loan Agreement) and terminating on the fifthanniversary thereof (the “**Exercise Period**”).4. **Warrant Shares**.4.1 Reservation of Warrant Shares. Alon USA represents that it has reserved and shall atall times keep reserved, for so long as any Warrant remains outstanding, out of its authorizedshare capital, such number of shares of Common Stock as may be subject to purchase under theoutstanding Warrants.4.2 Exercise of Warrants; Issue of Warrant Shares.(a) The Warrant-Holder shall exercise the Warrant (or any portion thereof) by delivering to AlonUSA a duly executed Purchase Form, a form of which is attached to this Agreement.(b) Within two (2) business days following surrender of the Warrant Certificate and (unless theWarrant-Holder elects to exercise the Warrants on a net-issuance basis) payment of the ExercisePrice as set forth herein, Alon USA shall issue and cause to be delivered to the Warrant-Holder or,upon the written order of a Warrant-Holder and delivery of a notice, in the form attached hereto,of an assignment of the Warrants, to any Permitted Transferee (as defined in the Loan Agreement) assuch Warrant-Holder may designate, a certificate or certificates (the “**Warrant Share Certificate**”)representing the number of Warrant Shares so purchased upon the exercise of the Warrant, togetherwith cash, as provided in Section 5.5 hereof, in respect of any fractional Warrant Shares otherwiseissuable upon such surrender.(c) Such Warrant Share Certificate or Certificates shall be deemed to have been issued and anyperson so designated to be named therein shall be deemed to have become a holder of such WarrantShares as of the date of surrender of the Warrant Certificate representing the Warrants beingexercised and payment of the Exercise Price, to the extent applicable, notwithstanding that theWarrant Share Certificate or Certificates representing such securities shall not actually have beendelivered or that the stock transfer books of Alon USA shall then be closed.(d) Each Warrant shall be exercisable, at the election of the Warrant-Holder, either in fullor from time to time in part and, in the event of a partial exercise of the Warrant at any timeprior to the expiry of the Exercise Period, a new certificate evidencing the right to purchase theremaining number of shares of Common Stock applicable to the Warrant will be issued to theWarrant-Holder by Alon USA.
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5. **Adjustment**.5.1. Adjustment of Exercise Price and Number of Warrant Shares. The Exercise Price and/orthe number and type of securities purchasable upon the exercise of the Warrants, as applicable,shall be subject to adjustment from time to time as provided in Section 1.1 above and upon thehappening of certain events, as follows:          (i) Adjustment Upon a Consolidation or Merger. In the event that Alon USA shallcomplete an M&A Transaction, then, in each such case, the Warrant-Holders shall, upon any exerciseof the Warrants, at any time after the consummation of such M&A Transaction, be entitled to receiveupon the exercise of the Warrants, in lieu of the Warrant Shares or other securities and propertyreceivable upon the exercise of the Warrants prior to such consummation, the shares or othersecurities or property to which the Warrant-Holders would have been entitled upon the consummationof such M&A Transaction if the Warrant-Holders had exercised the Warrants immediately priorthereto, all subject to further adjustment as provided in this Section, and the resulting,surviving, purchasing or successor corporation or other entity in such M&A Transaction (if not AlonUSA) shall duly execute and deliver to the Warrant-Holders supplements hereto acknowledging suchcorporation’s or entity’s obligations under the Warrants; and in each such case, the terms of theWarrants (including exercisability, transfer and adjustment provisions of the Warrants) shall beapplicable to the shares or other securities or property receivable upon the exercise of theWarrants after the consummation of such M&A Transaction, with such adjustments in price and thenumber or amount of securities to be acquired as shall be consistent with the terms of such M&ATransaction.          (ii) Adjustment Upon Issuance of Common Stock Equivalents. If Alon USA at any timeshall pay a dividend payable in additional shares of Common Stock or other securities or rightsconvertible into, or entitling the holder thereof to receive directly or indirectly, additionalshares of Common Stock (hereinafter referred to as the “Common Stock Equivalents”), then theExercise Price and the number of securities purchasable upon the exercise of the Warrant shall beadjusted, as of the date Alon USA shall fix as the record date for the purpose of receiving suchdividend (or if no such record date is fixed, as at the date of such payment), to that pricedetermined by multiplying the Exercise Price by a fraction, (a) the numerator of which shall be thetotal number of shares of Common Stock outstanding immediately prior to such dividend, and (b) thedenominator of which shall be the total number of shares of Common Stock outstanding immediatelyafter the payment of such dividend, including those issuable with respect to such Common StockEquivalents.          (iii) Adjustment Upon Payment of Special Cash Dividends. If, in any fiscal quarter ofAlon USA prior to the exercise of the Warrants in full, Alon USA shall distribute a dividend,whether payable out of earnings or surplus legally available for dividends, or as a dividend inliquidation or partial liquidation or by way of return of capital, then the Exercise Price shall bereduced by an amount equal to the Dollar amount of such per share dividend distribution; provided,however that following the third anniversary of the Closing, an adjustment shall only be made fordividends in an amount
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exceeding a regularly scheduled dividend of 4 cents ($0.04) per share (such per share amountto be adjusted for stock splits, stock combinations and like events).          (iv) Adjustment Upon Reorganization. If Alon USA shall subdivide or combine its sharesof Common Stock, the Exercise Price shall be proportionately reduced in case of subdivision ofshares (and the number of shares of Common Stock purchasable upon the exercise of the Warrant shallbe proportionately increased), as at the effective date of such subdivision, or shall beproportionately increased in the case of combination of shares (and the number of shares of CommonStock purchasable upon the exercise of the Warrant shall be proportionately reduced), as at theeffective date of such combination.5.2 No Impairment. Alon USA will not, through any reorganization, recapitalization,transfer of assets, consolidation, merger, dissolution, issue or sale of securities, amendment ofits certificate of incorporation, by-laws or any other organizational document, or any othervoluntary action, avoid or seek to avoid the observance or performance of any of the terms to beobserved or performed hereunder by Alon USA, but will at all times in good faith assist in thecarrying out of all the provisions of the Warrants and in the taking of all such action as may benecessary or appropriate in order to protect the rights of the Warrant-Holders againstimpairment.5.3 Notice of Adjustments. Upon the occurrence of each adjustment or readjustment ofthe Exercise Price pursuant to the provisions contained herein, Alon USA, at its expense, shallpromptly compute such adjustment or readjustment in accordance with the terms hereof and prepareand furnish to the Warrant-Holders a certificate setting forth each adjustment or readjustment andshowing in detail the facts upon which such adjustment or readjustment is based.5.4 Notice of Record Date. In the event of any taking by Alon USA of a record of theholders of any class of securities for the purpose of determining the holders thereof who areentitled to receive any dividend (including a cash dividend) or other distribution, any right tosubscribe for, purchase or otherwise acquire any shares of any class or any other securities orproperty, or to receive any other right, Alon USA shall mail to the Warrant-Holders a notice, whichshall be sent simultaneously with the notice sent to other shareholders of Alon USA, specifying thedate on which any such record is to be taken for the purpose of such dividend, distribution orright, and the amount and character of such dividend, distribution or right.5.5 No Fractional Shares. No fractional shares shall be issued upon exercise of all or anyportion of the Warrant, and the number of Warrant Shares to be issued shall be rounded to thenearest whole share (with cash being paid by Alon USA for any unissued fractional shares at a rateequal to the difference between the Fair Market Value of a share of Common Stock net of thepurchase price for a share of Common Stock paid in connection with such exercise of the Warrant).
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6. **Representations and Warranties**. Alon USA represents and warrants to the Warrant-Holdersas follows:          (i) The Warrants have been duly authorized and executed by Alon USA and are valid and bindingobligations of Alon USA enforceable against Alon USA in accordance with their terms.          (ii) The Warrant Shares are duly authorized and reserved for issuance by Alon USA and, whenissued in accordance with the terms hereof against receipt of payment in full of the purchase pricefor such Warrant Shares (to the extent not exercised on a net-issuance basis), will be validlyissued, fully paid and nonassessable and not subject to any preemptive rights.          (iii) The execution and delivery of the Warrants are not, and the issuance of the WarrantShares upon exercise of the Warrants in accordance with the terms hereof will not be, inconsistentwith Alon USA’s certificate of incorporation or by-laws, and, so long as each Investor’srepresentations and warranties in the Loan Agreement are accurate and each Investor and PermittedTransferee to which any of the Warrants are transferred performs the obligations set forth inSection 2A(g) of the Loan Agreement and each agreement and undertaking of a Permitted Transfereeentered into or given thereunder with respect to the issuance, offer, sale and transfer of theWarrants and the Warrant Shares, do not and will not contravene any law, governmental rule orregulation, judgment or order applicable to Alon USA.          (iv) During the three year period immediately prior to the date hereof, Alon USA has filed allforms, reports, statements and other documents required to be filed by it during such period withthe Securities and Exchange Commission (“**SEC**”, and “**SEC Reports**”, respectively). As of theirrespective filing or publication dates, the SEC Reports complied in all material respects with therequirements of the United States Securities Exchange Act of 1934 (the “**Exchange Act**”) and theUnited States Securities Act of 1933, as amended (the **“Securities Act”**), applicable to Alon USA.The SEC Reports did not at the time they were filed or published, respectively, contain anymisstatement of a material fact or omit to state a material fact required to be stated therein ornecessary to make the statements therein, in the light of the circumstances under which they weremade, not misleading.          (v) The audited consolidated financial statements of Alon USA included in the SEC Reportscomplied with applicable accounting requirements and with the published rules and regulations ofthe SEC with respect thereto as in effect at the time of filing. The financial statements,including all related notes and schedules, contained in the SEC Reports (or incorporated byreference therein) fairly presented the consolidated financial position of Alon USA and itsconsolidated subsidiaries as at the respective dates thereof and the consolidated results ofoperations and cash flows of Alon USA and its consolidated subsidiaries for the periods covered bysuch financial statements, in accordance with United States generally accepted accountingprinciples as in effect on the dates of issuance of such financial statements.
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7. **Registration Rights**. On the date hereof Alon USA shall enter into a registration rightsagreement with the Funds, in substantially the form attached hereto as **Exhibit 7**.8. **Exchange into Warrants of Alon Brands**.Alon Brands will notify the Investor in writing of a contemplated underwritten initial publicoffering of Alon Brands’ shares of Common Stock (“**Brands’ IPO**”), which notice shall set forth thedate on which Alon Brands intends to commence printing the initial preliminary prospectus relatingto the Brands IPO (the **“Intended Print Date”**). Alon Brands shall give the Investor such notice asmuch in advance of the Intended Print Date as is reasonably practicable but in no event later thanten Business Days before the Intended Print Date. At any time and from time to time following theClosing and not later than the fifth Business Day preceding the Intended Print Date, the Investormay notify Alon USA and Alon Brands in writing (the “**Exchange Notice**”) of their election toexchange any or all of the Warrants into warrants to purchase shares of common stock of AlonBrands, par value $0.01 per share (“**Brands Common Stock**”). In such Exchange Notice, the Investorwill specify the portion of the Warrant Amount with respect to which the exchange is to be effected(the “**Exchange Amount”)**. By way of example, if the Investor chooses to exchange 50% of the WarrantAmount into a warrant to purchase Brands Common Stock, the number of Warrant Shares underlying thisWarrant shall be reduced to 609,480 and the “Warrant Amount” in the warrant to purchase BrandsCommon Stock shall be $5,911,961. In the event that the Investor does not notify Alon USA and AlonBrands of its election to exchange any of the Warrants into warrants to purchase Brands CommonStock, then all Warrants will continue to be exercisable into shares of common stock of Alon USA.In the event that an Investor notifies Alon USA and Alon Brands in an Exchange Notice of itsintention to exchange its Warrant (or any portion thereof) upon Brands’ IPO, such Investor shall bedeemed to have conditioned such exchange upon the consummation of such Brands’ IPO and if suchBrands’ IPO shall have not been consummated within 60 days following the date of such ExchangeNotice, then upon the lapse of such 60-day period the Exchange Notice shall be deemed to haveautomatically terminated and shall have no further force and effect and Alon Brands will beobligated to notify the Investor of any Brands’ IPO contemplated following such date, in which casethe parties shall follow the same procedures as set forth above with respect to such Brands’ IPO.Within 3 Business Days following the delivery of the Exchange Notice:(a) Alon Brands and each Investor exchanging Warrants for warrants to purchase Brands Common Stockshall enter into, execute and deliver a duly executed warrant agreement substantially in the formattached hereto as **Exhibit 8(a)** (each a **“Brands Warrant Agreement”)**upon the surrender ofthe Warrant Certificate representing each of the Warrants being exchanged for warrants to acquireBrands Common Stock; provided that the aggregate warrant amount and the number of shares of BrandsCommon Stock purchasable under such warrant (which are currently in blank in the from attached as
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Exhibit 8(a)) shall be completed in accordance with the Exchange Notice and the terms of the BrandsWarrant Agreement and the Loan Agreement so entered into by Alon Brands and each such exchangingInvestor;(b) Alon Brands will provide the Funds with a registration rights agreement duly executed by AlonBrands in a form substantially similar to the Registration Rights Agreement (as defined in the LoanAgreement), *mutatis mutandis*; and(c) if applicable, Alon USA will provide each Investor exchanging Warrants for warrants to purchaseBrands Common Stock pursuant to such Exchange Notice with a new Warrant Certificate, which shall besubstantially in the form attached hereto as Exhibit 1 and shall evidence Warrants to purchase anaggregate number of shares of Common Stock that may be purchased with the Warrant Amount allocableto the Warrant Certificate surrendered as contemplated by clause (a) immediately above, net of theExchange Amount set forth in the related Exchange Notice and relating to the exchange of theWarrants represented by such Warrant Certificate, divided by the Exercise Price then in effect.**9.****Miscellaneous.**9.1 Notices. Any notice pursuant to this Agreement by Alon USA, Alon Brands or by theWarrant-Holders or a holder of Warrant Shares shall be in writing and shall be deemed to have beenduly given (i) if given by facsimile transmission on the business day on which such transmission issent and confirmed, (ii) if given by air courier, two business days following the date it was sent,or (iii) if mailed by registered mail, return receipt requested, five business days following thedate it was mailed, to the addresses set forth above.Each party may from time to time change the address or fax number to which notices to it are to bedelivered or mailed hereunder by notice in accordance herewith to the other party.9.2 Successors and Assigns. All the covenants and provisions of this Agreement by or forthe benefit of Alon USA, Alon Brands, the Warrant-Holders, or the holders of Warrant Shares shallbind and inure to the benefit of their respective successors and assigns. No assignment of theWarrants or any rights or interest in or under this Agreement shall be made except to a PermittedTransferee who shall have agreed to be bound by and to comply with the terms of this Agreement andby the terms of Section 2A(g) of the Loan Agreement.9.3 Governing Law. This Agreement shall be governed by and construed in accordance withthe laws of the State of Delaware. The parties hereto irrevocably submit to the exclusivejurisdiction of the district court of Tel Aviv Jaffa, Israel in any action connected with thisAgreement.
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9.4 Benefits of this Agreement. Nothing in this Agreement shall be construed to give toany person or corporation other than Alon USA, Alon Brands, the Warrant-Holders and the holders ofWarrant Shares any legal or equitable right, remedy or claim under this Agreement. This Agreementshall be for the sole and exclusive benefit of Alon USA, Alon Brands, the Warrant-Holders and theholders of Warrant Shares.9.5 Form of Warrant. The text of the Warrant Certificate evidencing the Warrant (the“**Warrant Certificate**”) and of the form of election to purchase Warrant Shares shall besubstantially as set forth in **Exhibit 1**attached hereto. The Exercise Price and, accordingly,number of Warrant Shares issuable upon exercise of the Warrant is subject to adjustment upon theoccurrence of certain events, all as herein provided.9.6 Warrant Certificate.9.6.1 Exchange of Certificate. Any Warrant Certificate may be exchanged for WarrantCertificates entitling a Warrant-Holder, in the aggregate, to purchase on like terms an equalnumber of Warrant Shares as the Warrant Certificate or Certificates surrendered then entitled suchWarrant-Holder to purchase. Any Warrant-Holder desiring to exchange a Warrant Certificate shallmake such request in writing delivered to Alon USA, and shall surrender the certificate evidencingthe Warrant to be so exchanged. Thereupon, Alon USA shall execute and deliver to the personentitled thereto a new Warrant Certificate as so requested. If the Warrant Amount and/or theWarrant Shares are adjusted as contemplated by this Agreement, at the request of Alon USA, eachWarrant-Holder then holding a Warrant Certificate shall surrender the Warrant Certificate orWarrant Certificates held by it to Alon USA in exchange for a new Warrant Certificate reflectingthe adjusted Warrant Amount and/or Warrant Shares.9.6.2 Mutilated or Missing Warrant. In case any Warrant Certificate or Certificates shallbe mutilated, lost, stolen or destroyed, Alon USA shall, at the request of the affectedWarrant-Holder, issue and deliver in exchange and substitution for and upon cancellation of themutilated certificate or certificates, or in lieu of and substitution for the certificate orcertificates lost, stolen or destroyed, a new Warrant Certificate or Certificate representing anequivalent right or interest, but only upon receipt of evidence reasonably satisfactory to Alon USAof such loss, theft or destruction of such Warrant Certificate and an agreement to indemnify AlonUSA against any loss, damage or liability it may suffer or have as a result of its issuance of thereplacement Warrant Certificate or Warrant Certificates, which agreement shall be executed by theaffected Warrant-Holder and be in a form reasonably satisfactory to Alon USA.9.7 Withholding Tax. If Alon USA shall be responsible to collect or withhold anypresent and future taxes, levies, imposts, duties, deductions, withholdings, assessments, fees orother charges imposed by any U.S. Governmental Entity, including any interest, additions to tax orpenalties (**“Taxes”**) with respect to any income or gain (including amounts required to be withheldon any payment of original issue discount related to the warrants) recognized by any Warrant-Holderupon an exercise of a Warrant, Alon USA will withhold Taxes at the highest rate required by UnitedStates law with respect to those
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partners in the Investor that shall not have provided to the Investor and Alon USA such properlyexecuted, timely tax certificates and forms as Alon USA may reasonably request from time to time(including Form W-8BEN or W-8ECI (or a successor form thereto)) claiming or asserting the right toan exemption from any Tax withholding or reduction in rate of withholding under the benefit of anapplicable and effective tax treaty. Alon USA will withhold Taxes at the lowest possible rate (butnot below zero) allowed under United States law or applicable or effective tax treaty with respectto those partners of the Investor that have provided such properly executed, timely taxcertificates and forms. The Investor shall provide to Alon USA such properly executed taxcertificates and forms along with such properly executed tax certificates and forms as Alon USA mayreasonably request of the Investor from time to time (including Form W-9 or Form W-8IMY or asuccessor form thereto). In any case, Alon USA shall reasonably cooperate with the Investor for thepurpose of recovery of any excess amounts of Tax withheld and paid by Alon USA under the terms ofthis Section 9.7.10. **Compliance with Securities Laws**.          (i) Each Investor, and, by accepting a Warrant and permitting any request to be made for AlonUSA to register such Warrant in its name, each Warrant-Holder, makes to and for the benefit of AlonUSA each of the representations and warranties set forth in Section 2A(d), (e) and (g) of the LoanAgreement to the same extent as if such representations and warranties were fully set forth herein.Each Investor and each such Warrant-Holder further represents, by acceptance hereof, that, as ofthe date hereof or, in the case of a Warrant-Holder who is a transferee of a Warrant, on the dateof its acceptance hereof, such Warrant-Holder is an “accredited investor” as such term is definedin Rule 501(a) of Regulation D promulgated by the SEC under the Securities Act of 1933, as amended(the **“Securities Act”**).          (ii) Until sold in reliance on a effective registration statement under the Securities Act,the Warrant Shares issued on exercise of the Warrants shall be subject to a stop transfer order andthe certificate or certificates representing the Warrant Shares shall bear the following legend:**THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THESECURITIES ACT OF 1933, AS AMENDED (THE “****SECURITIES ACT****”), OR ANYSTATE SECURITIES LAWS AND MAY NOT BE OFFERED, SOLD, PLEDGED, ASSIGNED, OROTHERWISE TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT WITH RESPECTTHERETO IS EFFECTIVE UNDER THE SECURITIES ACT AND EACH APPLICABLE STATESECURITIES LAWS, OR (2) THE COMPANY RECEIVES AN OPINION OF COUNSEL TO THEHOLDER OF THE SECURITIES, WHICH COUNSEL AND OPINION ARE REASONABLYSATISFACTORY TO THE COMPANY, THAT SUCH**
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**SECURITIES MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED, OR OTHERWISETRANSFERRED IN THE MANNER CONTEMPLATED WITHOUT AN EFFECTIVE REGISTRATIONSTATEMENT UNDER THE SECURITIES ACT OR APPLICABLE STATE SECURITIES LAWS.**11. **No Sales in Contravention of the Securities Act**. Neither an Investor nor any Warrant-Holderwill offer for sale, solicit offers to purchase, sell, transfer, convey or assign or distribute anyof the Warrants or Warrant Shares in any manner that would violate or cause Alon USA or Alon Brandsto violate or to have violated the registration requirements of the Securities Act, will make anytransfer, conveyance or assignment of the Warrants or Warrant Shares on terms that will cause thetransferee or assignee of the Warrants or Warrant Shares to adhere to the terms of this Section 11and will not make any transfer, conveyance or assignment of any of the Warrants without the priorapproval of Alon USA, unless such transfer is made to a Permitted Transferee of an Investor in atransaction not involving a sale (as defined in the Securities Act).[Signature Page Follows]
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.     /s/ Gillon Beck  FIMI Israel Opportunity IV,  Limited Partnership    By:  FIMI IV 2007 Ltd.     Name:  Gillon Beck   Title:  Director   Alon USA Energy, Inc.